17011003 Informal Interpretation

In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties submit an executed agreement or LOI.

Question

[Redacted],

In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties submit an executed agreement or LOI.

If a seller signs a letter of intent (or a similar document) for the acquisition of Target with two separate buyers (“Buyer A” and “Buyer B”), then can it submit two HSR filings – one in connection with the acquisition by Buyer A and one in connection with the acquisition by Buyer B? Or, would this run afoul of 803.5(b)’s requirement that the person filing attest to the good faith intention to complete the transaction?

Please advise.

Thank You.

[Redacted]

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.